0001534424-17-000227 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 25th, 2017 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of May 25, 2017, between the Company, the Placement Agent named therein, and each Purchaser (the “Purchase Agreement”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 25th, 2017 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of May 25, 2017, by and among MRI Interventions, Inc. a Delaware corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”), and Joseph Gunnar & Co., LLC, on behalf of itself and the other placement agent (collectively, the “Placement Agent”).

COMMON STOCK PURCHASE WARRANT MRI INTERVENTIONS, INC.
Common Stock Purchase Warrant • May 25th, 2017 • Mri Interventions, Inc. • Surgical & medical instruments & apparatus

THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [___________________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from MRI INTERVENTIONS, INC., a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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